SnapNames Web.com, LLC (the "Company") is committed to providing domain name and intellectual property internet escrow services through the SnapNames.com website. The Company also offers several other services (each a "Service"), and when this Escrow Policy (the "Escrow Policy") is referenced in the terms of service, policies, disclaimers, or conditions governing a particular Service (such Service's "Terms of Service"), the Escrow Policy is deemed a part of such Terms of Service. By subscribing to or using any Service whose Terms of Service incorporate the Escrow Policy, you will be deemed to have accepted the Escrow Policy.
Sellers using the Company's escrow services agree to, and are bound by, those terms and conditions of the SnapNames Seller Agreement, set forth at https://www.snapnames.com/legal/selleragreement.action, and Buyers using the Company's escrow services agree to, and are bound by, those terms and conditions of the SnapNames Buyer Agreement, set forth at https://www.snapnames.com/legal/buyeragreement.action. The SnapNames Seller Agreement and SnapNames Buyer Agreement are incorporated herein in their entirety by this reference. Any reference to "Escrow Policy" herein includes a reference to the SnapNames Seller Agreement and SnapNames Buyer Agreement.
By using the Company's escrow services, Buyer and Seller also agree to be bound by this Escrow Policy, the Escrow Transaction Instructions (discussed in Section B, below), the Transaction Contract (discussed in Section B, below), and any applicable Terms of Service.
A. General Provisions
Transactions performed by a party on a Company website shall be governed by this Escrow Policy and the Uniform Electronic Transactions Act. A person or entity offering domain names and intellectual property for sale, and desiring to use the Company site in order to close such a sale, shall hereinafter be referred to as the "Seller". A person or entity desiring to purchase domain names and intellectual property from a Seller, and who uses the Company website to complete such purchase, shall hereinafter be referred to as the "Buyer". Buyer's and Seller's use of a Company site to effectuate an escrowed transfer of ownership of domain name and intellectual property shall be referred to as a "Transaction". The term "Close of Escrow" shall refer to the completion of the Transaction by Buyer and Seller. Funds deposited into escrow by the parties shall be referred to as "Escrow Funds."
Note: The escrow services being offered through this website are currently not available to California residents.
B. Instructions and Deposit of Funds into Escrow
Once the Buyer and Seller have agreed on the price for a Transaction, the detail screens and other directions provided by the Company will constitute the escrow instructions that will govern the Transaction between the Buyer and Seller (the "Transaction Escrow Instructions"). Should it become necessary to add supplemental instructions, or to make any addition to, deletion from, or alteration to the Transaction Escrow Instructions, all parties (Buyer, Seller, and the Company) will be required to execute (by digital signature, legal agreement, e-mail correspondence, or by another method mutually-agreed upon by all parties) any such supplemental instruction, addition, deletion, or alteration thereto, which shall then become part of the Transaction Escrow Instructions. The Company may accept instructions that are created, generated, sent, communicated, received, or stored by electronic means or received via fax or e-mail, and the parties to the Transaction hereby agree to conduct the Transaction electronically. The parties acknowledge that, by entering into a Transaction, they are able to electronically receive the Transaction Escrow Instructions by several means, including via the Company's site, by e-mail, or by downloading and printing the Transaction Escrow Instructions. Should any of the parties be unable to receive the Transaction Escrow Instructions electronically or to download or print the Transaction Escrow Instructions, the Company shall, within forty-eight (48) hours after a request from such party, e-mail or fax a true and correct copy of the Transaction Escrow Instructions to such party.
In addition, each party using the Company's escrow services shall be required to enter into a transaction contract that shall set forth the domain names being sold, each party's contact information, the price for the domain name and any Escrow Fees owed to the Company, a payment schedule, and general representations, warranties, and indemnities applicable to the Transaction (the "Transaction Contract").
Buyer agrees to deliver to the Company or the Company's designated escrow holder (in each case, the "Escrow Holder"), to be deposited in the Escrow Funds Account (defined in Section J, below), any required down payment or purchase price in the form of immediately available funds, such funds to be held in escrow until the Close of Escrow or cancellation of the Transaction.
C. Domain Name(s)
In the event the personal property being transferred in a Transaction qualifies as a "domain name," and unless the parties agree otherwise by written agreement, Escrow Holder is instructed to close the Transaction only when the Buyer has transferred Escrow Funds into the Escrow Funds Account and Seller has either transferred the domain name into the Domain Escrow Account or changed ownership of the domain name at another registrar in accordance with Seller and Buyer's mutual agreement. If Seller transfers the domain name directly to Buyer, Seller shall transfer the domain name to Buyer based upon information provided in Buyer's profile, unless Buyer and Seller agree otherwise. In general, Escrow Holder will provide its own domain name escrow account at an affiliated ICANN Accredited Registrar to help facilitate such transactions (the "Domain Escrow Account"). However, if Seller is instructed to change ownership at a registrar other than an approved affiliate registrar of the Company, Seller agrees to provide the username and password, if any, necessary to access and transfer the domain name prior to the release of funds. Domain names subject to a Transaction will generally move from the Seller's account to this Domain Escrow Account and the Company will become the legal owner and registrant of such domain name before Buyer transfers the Escrow Funds into the Escrow Funds Account; provided, however, that the foregoing shall not prohibit the transfer of a domain name into the Domain Escrow Account after funds are received. For clarity, Buyer and Seller acknowledge that Company (or one if its affiliates) will become the legal owner and registrant of the domain name during the escrow process, before the domain name is transferred to the Buyer at the Close of Escrow or returned to Seller if the Transaction is cancelled.
D. Cancellation
If Seller fails to transfer the domain name or other property into escrow (or, if applicable, failed to change ownership of the domain name at another registrar approved by Escrow Holder) within the required time period specified by the Company, Buyer may request a refund of any deposited Escrow Funds. The request for refund shall be submitted to [email protected]. Buyer hereby agrees that the entire Escrow Fee (discussed in Section K, below) may be deducted from his, her, or its refund regardless of any alternative Escrow Fee allocation arrangement that may have been made between Buyer and Seller. If Buyer fails to deposit the Escrow Funds within the required time period upon which Buyer and Seller have mutually agreed, and Seller has made a timely transfer of the domain name into the Domain Escrow Account or, if applicable, changed ownership of the domain name at another registrar, the domain name shall be transferred back to Seller's account and the transaction will be officially canceled. The parties agree that any such cancellation shall not affect the Company's right to any Escrow Fees and shall not limit any rights or remedies of the Company pursuant to this Escrow Policy.
E. Dispute Resolution
In the event of any dispute, claim, question, disagreement or breach arising from or relating to performance of any of the Company's Services, this Escrow Policy, or the Transaction Escrow Instructions including, but not limited to, the manner in which Escrow Funds are disbursed, Buyer and Seller hereby agree to use their best efforts to consult and negotiate in good faith to reach a solution satisfactory to all parties. If the parties reach such a resolution, Buyer and Seller agree to promptly notify the Company in writing of the terms and conditions thereof. If either Buyer or Seller determine that they are unable to reach a resolution, all parties agree that the dispute shall be submitted to arbitration in accordance with the applicable Service's Terms of Service, this Escrow Policy, or the Transaction Escrow Instructions. In the event of a dispute, Buyer and Seller are aware that (in addition to and without limiting any of the Company's rights under the applicable Terms of Service) the Company reserves the right to suspend its activities and to take no action until such time as the dispute is resolved. The Company or its affiliates shall have no responsibility and/or liability to initiate and/or continue to update either party regarding status.
The Company reserves the right (within a sixty (60) day period following the Close of Escrow or cancellation of the Transaction) to institute binding arbitration amongst Buyer, Seller, and the Company to resolve any dispute arising from a Transaction between Buyer and Seller and/or related to Buyer's and Seller's respective use of the Company site by sending notification of such to each party.
F. Time Limits
Should the Company website or Services become unavailable, or if Buyer and Seller jointly desire to extend any applicable time limits relating to the Transaction, the Company may, but shall not be obligated to, extend the time limits set forth in the Transaction Escrow Instructions at its sole and absolute discretion. The Company shall provide prompt e-mail notification of any extension to both parties. Except as expressly extended by the Company in accordance with this Section F, the time limits relating to the Transaction set forth herein, in the applicable Terms of Service, in the Transaction Escrow Instructions, or in the Transaction Contract shall not be modified.
If, for any reason, the Buyer or Seller is unable to gain access to the Company website to inform the Company of any acceptance, rejection, or issues with change of ownership of domain names, then such party must notify the Company within the applicable time limit either by calling 1-877-352-5630 or 1-570-708-8760 or by emailing [email protected].
G. Timing of Payment
Without limiting (or extending the deadline of) any payment obligations set forth in the applicable Terms of Service, all Escrow Funds payable by Buyer shall be paid as soon as possible following the earliest of either Buyer's acceptance, Seller's acceptance, or the resolution of a dispute. In the event that Buyer makes any form of overpayment, the Company shall reimburse the overpayment upon the Close of Escrow. In the event that Buyer or Seller is overpaid for any reason, Buyer and Seller agree to promptly return any overpaid funds to the Company. The payee agrees to pay any postage costs and/or wire or processing fees associated with the deposit of the Escrow Funds or any overpayment reimbursement provided herein. Depending upon the method of payment, the Company reserves the right to pass on additional handling and processing fees to each party. In addition, Buyer and Seller shall also hold the Company harmless from any loss that may arise due to currency conversion.
H. Method of Payment
In the event Buyer chooses a credit card as the method of payment, the Company is hereby authorized to charge Buyer's credit card at the time Buyer supplies his, her, or its billing information. Buyer agrees to provide the Company with any documentation required to validate Buyer's identity and credit card information. The Company reserves the right to refuse a credit card payment for any reason and is under no obligation to disclose the reason for the credit card refusal. If a credit card is refused, the Transaction shall be considered cancelled upon the Company's notification to the Buyer and Seller of the refusal. All Escrow Fund disbursements shall be made, as applicable, to Seller or Buyer (in the case of a refund) by (1) mailing an account check to the Escrow Holder; (2) PayPal payment; or (3) wire transfer, unless otherwise requested by the payee. Both Buyer and Seller understand that additional handling and processing fees shall apply when credit card, PayPal, or wire transfers are used to process any payment for a Transaction. The payee also agrees to pay any postage costs and/or wire or processing fees associated with any payments made pursuant to a Transaction.
I. Finality of Payment
Once the Company receives the Escrow Funds and the domain name into escrow, the Escrow Funds, minus any commissions, processing and handling fees, etc., shall be disbursed to the Seller. Upon any payment or other disposition of the Escrow Funds and the domain name, the Transaction shall be deemed closed and final with no further obligation on the part of Buyer, Seller, or the Company.
J. Escrow Funds
In accordance with the Company's applicable Terms of Service and this Escrow Policy, all Escrow Funds shall be deposited into the Company's escrow account maintained with Wells Fargo or another bank of the Company's choosing; provided that any such bank shall be authorized to do business in the state of Florida and shall be insured by the Federal Deposit Insurance Corporation (the "Escrow Funds Account"). Any Escrow Funds Account shall be kept separate, distinct, and apart from funds belonging to the Escrow Holder. Buyer and Seller agree that the Escrow Funds Account may be an interest-bearing account, and that the earnings of any such interest-bearing account shall inure solely to the benefit of the Company or Escrow Holder.
Buyer and Seller acknowledge that the bank maintaining the Escrow Funds Account may provide the Escrow Holder or the Company or its affiliates with certain bank services, including, but not limited to, certain accommodations, interest payments, or other benefits. All such services, accommodations, interest payments, or other benefits shall inure to the benefit of the Escrow Holder, the Company, or its affiliates, and the Escrow Holder, the Company, and its affiliates shall have no obligation to account to Buyer or Seller (or any other party to any escrow created hereunder) for the value of such services, accommodations or other benefits.
K. Escrow Fees
In consideration for providing the escrow services set forth in this Escrow Policy, Buyer and Seller agree to pay to the Company escrow fees in an amount to be set forth in the Transaction Contract in accordance with the fee schedules set forth in the SnapNames Seller Agreement (https://www.snapnames.com/legal/selleragreement.action), the SnapNames Buyer Agreement (https://www.snapnames.com/legal/buyeragreement.action), or the SnapNames Disclaimer and Terms (https://www.snapnames.com/legal/legal.action), as applicable.
L. Unclaimed Funds
To the extent permitted by law, the Company shall be entitled to all funds considered to be unclaimed and held in escrow for a period of two (2) or more years.
M. Communication Between Parties
Unless otherwise agreed upon by all parties, all communication from the Company to Buyer and Seller will be either be made by the Company website (via the "My Account" area or similar area used for such communications) or by e-mail, fax, and/or phone to the last address or phone number provided in such party's user profile. Buyer and Seller agree to use the Company's website to verify the accuracy of all e-mail communications from the Company. If either party is unable to use the Company's site, such party may contact the Company by emailing [email protected] or by telephone at 1-877-352-5630 or 570-708-8760 Monday through Friday, during standard business hours, to make arrangements for alternative methods of signature and acknowledgment of the Transaction Escrow Instructions and Transaction Contract. Buyer, Seller, and the Company shall only be required to agree to employ alternative communication methods which are reasonable accommodations under the circumstances of the Transaction.
N. The Company's Rights
If the Company believes in its sole, good faith opinion, that the Transaction violates this Escrow Policy, the Escrow Transaction Instructions, the Transaction Contract, or the Terms of Service of any Service, or the Transaction violates or is likely to violate any applicable law, rule, or regulation, the Company may (without limiting its other rights or remedies) terminate the Transaction and seek court-ordered protection of the Escrow Funds in a court of competent jurisdiction by any court-ordered means including, but not limited to, transferring such funds into an impound account and/or procuring the institution of a receiver.
If any dispute arises between the Buyer and Seller and such dispute is not resolved within a reasonable time, or if any conflicting demand shall be made upon the Company by the Buyer and Seller, the Company shall not be required to take any action until such time as the Company receives written instructions signed by all parties.
O. Authority
The natural persons who agree on behalf of the Buyer and/or Seller certify that Buyer and/or Seller is at least eighteen (18) years of age and that he or she has read and agrees to be bound by the terms of this Escrow Policy, the Transaction Escrow Instructions, the Transaction Contract, and the applicable Terms of Service. If the natural person is acting on behalf of a corporation, limited liability company, partnership, trust, or business entity of any type, such natural person represents that he or she has the authority to bind said entity.
P. Services Not Included/Disclaimer
The Buyer and Seller understand that the above escrow services DO NOT include any representation of warranty, either expressed or implied, and that the Company assumes no responsibility for the condition of the ownership of any domain name or intellectual property, the sufficiency of the instruments conveying such ownership, or agreements therefore; payment or reporting of sales tax or other taxes or utilities; future performances of Buyer and Seller; transfer of any insurance policies or warranties; or any other matters related to the domain name, the Transaction, or this escrow. Any representations NOT specifically included herein shall be considered outside of escrow and neither the Company nor the Company's affiliates shall have any responsibility and/or liability for same. The Company undertakes to perform such duties and only such duties as are specifically set forth in this Escrow Policy and/or the applicable Terms of Service, and no implied covenants or obligations shall be deemed to apply to the Company. The Company may act upon any instrument, certificate, opinion or other writing believed by it in good faith to be genuine, and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Escrow Policy or the applicable Terms of Service. The Company may consult with counsel of its own choosing and shall have full and complete authorization and protection for any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. Anything in this Escrow Policy to the contrary notwithstanding, in no event shall the Company be liable for special, indirect or consequential loss or damages of any kind whatsoever (including, but not limited to, lost profits). The limitations of liability herein are in addition to and not in lieu of any further limitations of liability set forth in this Escrow Policy or the applicable Terms of Service.
Q. Indemnification
Buyer and Seller hereby agree severally and jointly to indemnify the Company for, and to hold it harmless against, any loss, liability, or expense, incurred without the gross negligence, willful misconduct, or bad faith on the part of the Company, arising out of or in connection with carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder (including reasonable fees, expenses, and disbursements of its counsel). The foregoing indemnities shall survive the resignation of the Company, the cancellation or completion of the Transaction, and the Close of Escrow, and are in addition to and not in lieu of any further indemnities set forth in the applicable Terms of Service, Escrow Transaction Instructions, or Transaction Contract.
R. Entire Agreement
In case of conflict between any of the terms of this Escrow Policy and applicable Terms of Service, this Escrow Policy shall control. Any agreement between Buyer and Seller that is not reflected in the Transaction Escrow Instructions, this Escrow Policy, the Transaction Contract, or the Term of Use in no way binds the Company or any of the Company's affiliates.
S. Severability; Headings.
If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.